Mar 31, 2015
Dear Shareholders,
The Directors present the 25TH ANNUAL REPORT together with the Audited
Financial Statement for the Financial Year 2014-15 ended 31st March,
2015.
1. FINANCIAL PERFORMANCE:
(Rs.in Lacs)
Particulars 2014-15 2013-14
Total Income 14.76 3.08
Profit before tax 0.95 1.15
Less: Provision for taxation 0.17 0.48
Profit after tax 0.78 0.67
There are no material changes and commitment affecting the financial
position of the Company which have occurred between 1st April, 2015 and
date of this report.
2. DIVIDEND:
With a view to conserve the resources for the working capital
requirement of the Company, the Board of Directors has not recommend
any dividend on the Equity Shares for the year under review.
3. REVIEW OF OPERATIONS / COMPANY AFFAIRS:
The Company earned Interest Income of Rs. 14.76 Lacs during the year
under review compared to 3.08 Lacs during 2013-14. The Company has
earned Profit before Interest and Depreciation of Rs. 1.05 Lacs during
the year under review compared to Rs. 2.30 Lacs during 2013-14. After
providing for Depreciation, Prior period adjustments and Taxation, the
Net Profit for the year under review stood Rs. 0.78 Lacs compared to
Rs. 0.66 Lacs during 2013- 14.
4. DIRECTORS:
4.1 One of your Directors viz Mr. Ashok Chhajer (DIN: 00280185) retires
by rotation in terms of the Articles of Association of the Company.
However, being eligible offers him for reappointment.
4.2 The Board of Directors duly met 7 times during the financial year
under review.
4.3 The Board has made necessary evaluation of its own performance and
that of its commitments and of individual Directors.
4.4 The performance evaluation of the Chairman, Executive and
Non-Executive Directors was carried out by at the meeting of the
Independent Directors held on 13th February, 2015.
4.5 DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the requirement of Section 134 of the Companies Act, 2013,
it is hereby confirmed:
(i) that in the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures;
(ii) that the Directors had selected such accounting policies and
applied them consistently and made judgments and estimates that are
reasonable and prudent, so as to give a true and fair view of the state
of affairs of the Company at 31st March, 2015 being end of the
financial year 2014-15 and of the profit of the Company for the year;
(iii) that the Directors had taken proper and sufficient care for
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 2013 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
(iv) that the Directors had prepared the annual accounts on a going
concern basis.
(v) the Directors, had laid down internal financial controls to be
followed by the Company and that such internal financial controls are
adequate and were operating effectively.
(vi) the Directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively.
5. MANAGERIAL REMUNERATION:
5.1 REMUNERATION OF DIRECTORS:
The Company has not paid any Managerial Remuneration or other benefits
to any of its Directors. The Board of Directors has framed a
Remuneration Policy that assures the level and composition of
remuneration is reasonable and sufficient to attract, retain and
motivate Directors, Key Managerial Personnel and Senior Management to
enhancethe quality required to run the Company successfully. The
Relationship of remuneration to performance is clear and meets
appropriate performance benchmarks. All the Board Members and Senior
Management personnel have affirmed time to time implementation of the
said Remuneration policy.
5.2 MARKET CAPITALISATION:
As there is no trading in the Equity Shares of the Company, no
information has been submitted. The Net worth as on 31st March, 2015 is
Rs. 306.73 Lacs compared to Rs. 307.85 Lacs as on 31st March, 2014.
6. KEY MANAGERIAL PERSONNEL (KMP) AND PERSONNEL:
There are no material payments to KMP/ Employees. As no material
payments have been made the amount is not comparable with the
performance of the Company. There is no Employee drawing remuneration
requiring disclosure under Rule 5(2) of Companies Appointment &
Remuneration of Managerial personnel) Rules, 2014.
7. RELATED PARTY TRANSACTION AND DETAILS OF LOANS, GUARANTEES,
INVESTMENT & SECURITIES PROVIDED:
Details of Related Party Transactions and Details of Loans, Guarantees
and Investments covered under the provisions of Section 188 and 186 of
the Companies Act, 2013 respectively are given in the notes to the
Financial Statements attached to the Directors' Report.
8. CORPORATE GOVERNANCE AND MDA:
As per Clause 49 of the Listing Agreement and the Companies Act, 2013,
Report on Corporate Governance and Management Discussion and Analysis
(MDA) form part of this Annual Report. A certificate regarding
compliance with the conditions of Corporate Governance as stipulated in
clause 49 of the listing agreement is also appended to the Annual
Report as Annexure - A.
9. SECRETARIAL AUDIT REPORT:
Your Company has obtained Secretarial Audit Report as required under
Section 204(1) of the Companies Act, 2013 from M/s. Pinakin Shah & Co.,
Company Secretaries, Ahmedabad. The said Report is attached with this
Report as Annexure  B. As regards the observation of the Auditors, the
Company is in the process of identifying and appointing CFO and Company
will charge interest on inter corporate advances made to the related
parties.
10. EXTRACT OF ANNUAL RETURN: The extract of Annual return in Form Â
MGT-9 has been attached herewith as Annexure  C.
11. LISTING:
The Equity Shares of the Company are listed on Ahmedabad Stock Exchange
Limited & Calcutta Stock Exchange Limited. The Company is generally
regular in payment of Annual Listing Fees. The Company has paid Listing
fees up to the year 2015-16. The Company has approached BSE Limited for
Direct Listing of its Equity Shares. The application is under active
consideration of BSE Limited and it is likely to receive approval in
near future.
12. DEMATERIALISATION OF EQUITY SHARES:
Shareholders have an option to dematerialise their shares with either
of the depositories viz NSDL and CDSL. The ISIN allotted is
INE761R01013.
13. AUDIT COMMITTEE/ NOMINATION AND REMUNERATION COMMITTEE/
STAKEHOLDERS' RELATIONSHIP COMMITTEE:
The details of various committees and their functions are part of
Corporate Governance Report.
14. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:
Your Company being in the Industry of Investment and Finance, the
particulars relating to conservation of Energy, Technology Absorption
etc. are not applicable. The Company has not earned or spent any amount
in Foreign Exchange.
15. GENERAL:
15.1. AUDITORS:
The present Auditors of the Company M/s. Virendra Surana & Co.,
Chartered Accountants, Kolkata, will retire at the ensuing 25th Annual
General Meeting. The Company has obtained from them consent to the
effect that their reappointment as Auditors of the Company for period
of 5 years commencing from the Financial Year 2015-16 to 2019-20, if
made, will be in accordance with the provisions of Section 139 and 141
of the Companies Act, 2013. The remarks of Auditor are self explanatory
and have been explained in Notes on Accounts.
15.2 INSURANCE:
The Company's properties continue to be adequately insured against
risks such as fire, riot, strike, civil commotion, malicious damages,
etc.
15.3 DEPOSITS:
The Company has not accepted during the year under review any Deposits
and there were no overdue deposits.
15.4 RISKS MANAGEMENT POLICY:
The Company has a risk management policy, which from time to time, is
reviewed by the Audit Committee of Directors as well as by the Board of
Directors. The Policy is reviewed quarterly by assessing the threats
and opportunities that will impact the objectives set for the Company
as a whole. The Policy is designed to provide the categorization of
risk into threat and its cause, impact, treatment and control measures.
As part of the Risk Management policy, the relevant parameters for
protection of environment, safety of operations and health of people at
work and monitored regularly with reference to statutory regulations
and guidelines defined by the Company.
15.5 SUBSIDIARIES/ ASSOCIATES/ JVS:
The Company does not have any Subsidiaries/ Associates Companies / JVs.
15.6 CODE OF CONDUCT:
The Board of Directors has laid down a Code of Conduct applicable to
the Board of Directors and Senior Management. All the Board Members and
Senior Management personnel have affirmed compliance with the code of
conduct.
15.7 SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
OR TRIBUNALS:
There has been no significant and material order passed by any
regulators or courts or tribunals, impacting the going concern status
of the Company and its future operations.
15.8 INSTANCES OF FRAUD, IF ANY REPORTED BY THE AUDITORS:
There have been no instances of fraud reported by the Auditors under
Section 143(12) of the Companies Act, 2013.
16. ACKNOWLEDGMENT:
Your Directors express their sincere thanks and appreciation to
Promoters, Shareholders and Customers for their support and co
operation. Your Directors also place on record their gratitude to the
Bankers of the Company and Government Departments for their confidence
reposed in the Company.
Registered Office: For and on behalf of the Board,
35, Omkar House,
Near Swastik Cross Roads,
C. G. Road, Navrangpura,
Ahmedabad 380 009. Sushma Chhajer Ashok Chhajer
Date: 29th July, 2015 Director Managing Director
Mar 31, 2014
Dear Shareholders,
The Directors pleasured to present the 24TH ANNUAL REPORT together
with the Audited Statement of Accounts for the financial year 2013-14
ended 31st March, 2014.
1. FINANCIAL RESULTS :
(in Lacs)
Particulars 2013-14 2012-13
Total Income 3.08 3.83
Profit before tax 1.15 0.71
Less: Provision for taxation 0.48 0.69
Profit after tax 0.67 0.02
2. DIVIDEND:
With a view to conserve the resources for Working Capital requirements
of the Company, the Board of Directors have not recommended dividend
for the year under review.
3. DIRECTORS:
Mr. Manish J. Joshi is appointed as Independent Director w.e.f. 29th
July, 2014. One of your Directors viz. Ms. Sushma Chhajer, retires by
rotation at this Annual General Meeting, being eligible offers herself
for reappointment.
Mr. Kashyap R. Mehta and Mr. Manish J. Joshi, being Independent
Directors, are being appointed for a term of 5 years as per provisions
of the Companies Act, 2013. Mr. Ashok Chhajer has been elevated as
Managing Director of the Company.
4. DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the requirement of Section 217 (2AA) of the Companies Act,
1956, with respect to Directors' Responsibility Statement, it is hereby
confirmed:
(i) that in the preparation of the annual accounts, the applicable
accounting standards had been followed alongwith proper explanation
relating to material departures;
(ii) that the Directors had selected such accounting policies and
applied them consistently and made judgments and estimates that are
reasonable and prudent, so as to give a true and fair view of the state
of affairs of the Company at 31st March, 2014 being end of the
financial year 2013-14 and of the Profit of the Company for the year;
(iii) that the Directors had taken proper and sufficient care for
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
(iv) that the Directors had prepared the annual accounts on a going
concern basis.
5. AUDIT COMMITTEE:
The Board of Directors have re-constituted Audit Committee consisting
of the following:
1. Mr. Kashyap R. Mehta Chairman
2. Ms. Sushma A. Chhajer Member
3. Mr. Manish J. Joshi Member
6. NOMINATION AND REMUNERATION COMMITTEE:
The Board of Directors have constituted Nomination and Remuneration
Committee consisting of the following:
1. Mr. Kashyap R. Mehta Chairman
2. Ms. Sushma A. Chhajer Member
3. Mr. Manish J. Joshi Member
7. LISTING:
The Equity Shares of the Company are listed on Ahmedabad Stock Exchange
Limited and Calcutta Stock Exchanges Limited and the Company is
generally regular in payment of Annual Listing Fees to both the Stock
Exchanges.
8. PARTICULARS OF EMPLOYEES:
As there was no employee of the Company who was in receipt of a
remuneration requiring disclosure as per the provisions of the Section
217(2-A) of the Companies Act, 1956, read with the Companies
(Particulars of Employees) Rules, 1975.
9. FIXED DEPOSITS:
The Company has not accepted during the year under review any deposit
as defined under the Companies (Acceptance of Deposits) Rules, 1975.
10. AUDITORS:
The present Auditors of the Company M/s. Virendra Surana & Co.,
Chartered Accountants, Calcutta will retire at the ensuing Annual
General Meeting. They have submitted certificate for their eligibility
for their re appointment for the financial year 2014-15, if made, will
in accordance with the provisions of Section 139 & 141 of the Companies
Act, 2013. The Remarks of the Auditors is self explanatory and have
been explained on notes on accounts.
11. DEMATERIALISATION OF EQUITY SHARES:
The Company has initiated steps for entering into agreement with both
the depositories viz. National Securities Depository Ltd. (NSDL) and
Central Depository Services (India) Ltd. (CDSL) to facilitate
Shareholders to hold Shares in dematerialised/electronic form.
12. PARTICULARS AS REQUIRED UNDER COMPANIES (DISCLOSURE OF PARTICULARS
IN THE REPORT OF THE BOARD OF DIRECTORS) RULES, 1988:
Your Company being in the industry of investment and finance, the
particulars relating to Conservation of Energy, Technology Absorption
etc. required under the Companies (Disclosure of Particulars in the
Report of Board of Directors) Rules, 1988 are not applicable.
13. REVOCATION OF SUSPENSION OF TRADING:
The Board of the Directors of the Company in their meeting held on 28th
May, 2014 had discussed the matter for making application to Calcutta
Stock Exchange Limited and Ahmedabad Stock Exchange Limited for
revocation of suspension of trading in the Equity Shares of the
Company. The Company had made application to Calcutta Stock Exchange
Limited and Ahmedabad Stock Exchange Limited for obtaining In Principle
approval of revocation of suspension.
14. MANAGEMENT DISCUSSION & ANALYSIS AND CORPORATE GOVERNANCE REPORT:
As per Clause 49 of the Listing Agreement, the Management Discussion
and Analysis Report and Report on Corporate Governance form part of
this Annual Report. A certificate regarding compliance with the
conditions of Corporate Governance as stipulated in clause 49 of the
listing agreement is also appended to the Annual Report.
15. COMPLIANCE CERTIFICATE UNDER THE COMPANIES ACT, 1956:
Your Company has obtained Compliance Certificate as required under the
Proviso to Section 383A of the Companies Act. 1956 from M/s. Kashyap R.
Mehta & Associates, Company Secretaries, Ahmedabad which is attached to
the Directors' Report.
16. CODE OF CONDUCT:
The Board of Directors has laid down a Code of Conduct applicable to
the Board of Directors and Senior Management, which is available on the
Company's website. All the Board Members and Senior Management
personnel have affirmed compliance with the code of conduct.
17. ACKNOWLEDGEMENT:
Your Directors are pleased to take his opportunity to express their
sincere gratitude for the assistance and continued co operation
extended by Banks, Government Authorities, shareholders etc. Your
Directors also wish to place on record their deep appreciation of the
contribution made by the employees at all levels towards the growth of
the company.
Registered Office: For and on behalf of the Board,
35, Omkar House,
Near Swastik Cross Roads,
C. G. Road, Navrangpura,
Ahmedabad 380 009. Sushma Chhajer Ashok Chhajer
Date: 29th July, 2014 Director Managing Director